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ALICE QUEEN LIMITED AGM Information 2021

Oct 24, 2021

64409_rns_2021-10-24_c5d94578-a724-475c-8fb6-c5b4c835287f.pdf

AGM Information

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ALICE QUEEN LIMITED

ACN 099 247 408

NOTICE OF ANNUAL GENERAL MEETING

TIME : 11.00am (AEDT) DATE : 25 November 2021

The meeting will be held virtually via an online platform.

Further information regarding participation in the meeting is set out on pages 1 to 4 of this Notice.

This Notice of Meeting should be read in its entirety. Shareholders in doubt as to how they should vote should seek advice from their professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (+61 3) 8669 1408.

CONTENTS PAGE

Business of the Meeting (setting out the proposed resolutions) 6
Explanatory Statement (explaining the proposed resolutions) 10
Glossary 20
Proxy Form attached

IMPORTANT INFORMATION

TIME AND PLACE OF MEETING

Notice is hereby given that the 2021 Annual General Meeting ( Meeting ) of Shareholders of Alice Queen Limited ( Alice Queen or the Company ) will be held at 11.00am (AEDT) on 25 November 2021.

As a result of the uncertainty and potential health risks created by the rapidly evolving coronavirus (COVID-19) pandemic, the Meeting will only be held virtually via an online platform. Shareholders should lodge a directed proxy as soon as possible in advance of the Meeting even if they are planning on attending the Meeting.

The Meeting will be held as a virtual meeting. Shareholders will be able to participate in a live webcast of the Meeting online where shareholders will be able to ask questions and cast direct votes at the appropriate times whilst the Meeting is in progress.

Shareholders who wish to participate in the Meeting online may do so:

  1. Online at https://zoom.us/j/5120929733?pwd=WTI0dDJyYzRUdWhhdzF0bWV3ZThHZz09

  2. The meeting ID is: 512 092 9733

  3. Passcode: 9dGMvZ

  4. To vote online during the meeting you will need to visit web.lumiagm.com/312764432

For instructions refer to the online user guide at www.computershare.com.au/onlinevotingguide

The Explanatory Statement that accompanies and forms part of this Notice of Annual General Meeting (Notice) sets out the background information on the various matters to be considered. This Notice and Explanatory Statement should be read in their entirety.

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YOUR VOTE IS IMPORTANT

The business of the Meeting affects your shareholding and your vote is important.

VOTING ELIGIBILITY

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 7:00 pm (AEDT) on 23 November 2021.

VOTING IN PERSON

To vote in person, attend the Meeting at the time, date and place (being an online virtual setting) set out above.

VOTING BY PROXY

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act 2001 (Cth) ( Corporations Act ), members are advised that:

  • each member has a right to appoint a proxy;

  • the proxy need not be a member of the Company; and

  • a member who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

A proxy may be an individual or a body corporate. If a body corporate is appointed, the proxy form must indicate the full name of the body corporate and the full name and title of the individual representative of the body corporate for the meeting.

A proxy form accompanies this notice. If a shareholder wishes to appoint more than 1 proxy, they may make a copy of the proxy form attached to this notice. For the proxy form to be valid it must be received together with the power of attorney or other authority (if any) under which the form is signed, or a (notarially) certified copy of that power or authority.

Sections 250BB and 250BC of the Corporations Act apply to voting by proxy. Broadly, these provisions provide that:

  • if proxy holders vote, they must cast all directed proxies as directed; and

  • any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Further details on these changes are set out below.

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Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does :

  • if the proxy is the chair of the meeting at which the resolution is voted on, the proxy must vote on a poll, and must vote that way (i.e. as directed); and

  • if the proxy is not the chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

  • an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and

  • the appointed proxy is not the chair of the meeting; and

  • at the meeting, a poll is duly demanded on the resolution; and

  • either of the following applies:

  • the proxy is not recorded as attending the meeting;

  • the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

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Proxy Voting by the Chair

The Corporations Act (as amended) imposes prohibitions on Key Management Personnel and their Closely Related Parties from voting their shares (and/or voting undirected proxies) on, amongst other things, remuneration matters. Resolutions 1 and 4A to 4C are connected, directly or indirectly, with the remuneration of Key Management Personnel of the Company.

However, the Chair of a meeting may vote an undirected proxy (i.e. a proxy that does not specify how it is to be voted), provided the shareholder who has lodged the proxy has given an express voting direction to the Chair to exercise the undirected proxy, even if the resolution is connected with the remuneration of a member of Key Management Personnel. However, the Chair may not vote undirected proxies cast on behalf of Key Management Personnel or their Closely Rated Parties on Resolution 1.

If you complete a proxy form that authorises the Chair of the Meeting to vote on your behalf as proxy, and you do not mark any of the boxes so as to give him directions about how your vote should be cast, then you will be taken to have expressly authorised the Chair to exercise your proxy on Resolutions 1 and 4A to 4C. In accordance with this express authority provided by you, the Chair will vote in favour of Resolution 1 (unless you are a member of the Key Management Personnel or a Closely Related Party, in which case your vote can not be cast on Resolution 1). If you wish to appoint the Chair of the Meeting as your proxy, and you wish to direct him how to vote, please tick the appropriate boxes on the form.

The Chair intends to vote all available undirected proxies in favour of each item of business .

Subject to the above, if you appoint as your proxy any Director of the Company, except the Chair, or any other Key Management Personnel or any of their Closely Related Parties and you do not direct your proxy how to vote on Resolutions 1 and 4A to 4C, he or she will not vote your proxy on that item of business.

CORPORATE REPRESENTATIVES

Any corporation which is a member of the Company may appoint a proxy, as set out above, or authorise (by certificate under common seal or other form of execution authorised by the laws of that corporation’s place of incorporation, or in any other manner satisfactory to the Chair) a natural person to act as its representative at any general meeting.

Corporate representatives are requested to provide appropriate evidence to the Company (by email to the Company Secretary at [email protected]) of appointment as a representative in accordance with the Constitution. Attorneys are requested to bring an original or certified copy of the power of attorney pursuant to which they were appointed. Proof of identity is also required for corporate representatives and attorneys. Such proof of identity can be provided to the Company Secretary by email to [email protected].

SPECIAL RESOLUTIONS

For a special resolution to be passed, at least 75% of the votes validly cast on the resolution by shareholders (by number of shares) must be in favour of the resolution. Resolution 3 is a special resolution.

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QUESTIONS FROM SHAREHOLDERS

The Chair will allow a reasonable opportunity for shareholders to ask questions or make comments on the management of the Company at the meeting. Members with specific queries concerning any aspect of the Financial Report for the year ended 30 June 2021 are requested to submit those queries in writing to the Company Secretary by no later than 18 November 2021 to enable the Board time to consider the queries and where appropriate to make enquires of the Auditor.

By mail: Company Secretary Level 2, Rear 568 Chapel Street (Entrance Oxford Street) South Yarra Victoria 3141

By email: [email protected]

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BUSINESS OF THE MEETING

AGENDA

FINANCIAL STATEMENTS AND REPORTS

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2021 together with the Directors’ declaration, the Directors’ report, the Remuneration Report and the auditor’s report.

RESOLUTION 1: ADOPTION OF REMUNERATION REPORT

To consider and, if thought fit, to pass, with or without amendment, the following Resolution as a non-binding resolution :

“That, for the purpose of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company’s annual financial report for the financial year ended 30 June 2021.”

Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.

Voting Prohibition Statement:

A vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons:

  • (a) a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report; or

  • (b) a Closely Related Party of such a member,

each a Restricted Voter .

However, a Restricted Voter described above may cast a vote on this Resolution as a proxy if:

  • (a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; and

  • (b) it is not cast on behalf of a Restricted Voter.

If you appoint the Chair as your proxy (and you are not a Restricted Voter) by marking the box on and submitting the Proxy Form, you authorise the Chair to exercise the proxy even though Resolution 1 is connected directly or indirectly with the remuneration of a member of the Company’s Key Management Personnel and you will be taken to have directed the Chair to vote in accordance with his stated intention to vote in favour of Resolution 1. If you have appointed the Chair as your proxy and you do not want your vote exercised in favour of Resolution 1, you should not mark the box on the Proxy Form or otherwise direct the Chair to vote “against” or to “abstain” from voting on Resolution 1.

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RESOLUTION 2

RE-ELECTION OF DIRECTOR – ANTHONY MCINTOSH

To consider and, if thought fit, to pass, with or without amendment, the following Resolution as an ordinary resolution :

“That, for the purpose of clause 13.2 of the Constitution and for all other purposes, Mr Anthony McIntosh, a Director who retires by rotation, and being eligible, is re-elected as a Director.”

RESOLUTION 3: APPROVAL OF 10% PLACEMENT CAPACITY

To consider and, if thought fit, to pass, with or without amendment, the following Resolution as a special resolution :

“That, for the purpose of Listing Rule 7.1A and for all other purposes, approval is given for the issue of Equity Securities totalling up to 10% of the issued capital of the Company at the time of issue, calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions set out in the Explanatory Statement which accompanied and formed part of this Notice.”

Voting Note

If, at the time of the Meeting, the Company:

  • (a) is included in the S&P/ASX 300 Index; or

  • (b) has a market capitalisation of greater than AU$300 million,

this Resolution will be withdrawn.

Voting exclusion statement

The Company will disregard any votes cast in favour of this Resolution 3 by or on behalf of any person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) or any associate of that person.

However, the Company need not disregard a vote in favour of Resolutions 3 if it is cast by:

  • (a) a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with the directions given to the proxy or attorney to vote on the resolution in that way; or

  • (b) the chair of the Meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or

  • (c) a holder acting solely as nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

  • the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and

  • the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

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RESOLUTION 4A: APPROVAL FOR ISSUE OF OPTIONS – ANDREW BUXTON

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

“That, for the purposes of ASX Listing Rule 10.14, section 195(4) of the Corporations Act and for all other purposes, shareholders approve the issue of a total of up to 12,300,000 unlisted options pursuant to the AQX Security Ownership Plan, each with an exercise price of $0.03 (3 cents), vesting one year from issue, expiring three years from issue and which, upon exercise, entitle the holder to one fully paid ordinary share in the capital of the Company, to Andrew Buxton (and/or his nominee(s)) as set out in the Explanatory Statement which accompanied and formed part of this Notice.”

A voting exclusion statement as set out below applies to this resolution 4A.

RESOLUTION 4B: APPROVAL FOR ISSUE OF OPTIONS – DALE MCCABE

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

“That, for the purposes of ASX Listing Rule 10.14, section 195(4) of the Corporations Act and for all other purposes, shareholders approve the issue of a total of up to 12,300,000 unlisted options pursuant to the AQX Security Ownership Plan, each with an exercise price of $0.03 (3 cents), vesting one year from issue, expiring three years from issue and which, upon exercise, entitle the holder to one fully paid ordinary share in the capital of the Company, to Dale McCabe (and/or his nominee(s)) as set out in the Explanatory Statement which accompanied and formed part of this Notice.”

A voting exclusion statement as set out below applies to this resolution 4B.

RESOLUTION 4C: APPROVAL FOR ISSUE OF OPTIONS – ANTHONY MCINTOSH

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

“That, for the purposes of ASX Listing Rule 10.14, section 195(4) of the Corporations Act and for all other purposes, shareholders approve the issue of a total of up to 12,300,000 unlisted options pursuant to the AQX Security Ownership Plan, each with an exercise price of $0.03 (3 cents), vesting one year from issue, expiring three years from issue and which, upon exercise, entitle the holder to one fully paid ordinary share in the capital of the Company, to Anthony McIntosh (and/or his nominee(s)) as set out in the Explanatory Statement which accompanied and formed part of this Notice.”

A voting exclusion statement as set out below applies to this resolution 4C.

Voting Exclusion Statement – Resolutions 4A to 4C

The Company will disregard any votes cast in favour of Resolutions 4A to 4C respectively by or on behalf of:

  • (a) a person referred to in rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive scheme in question; or

  • (b) an associate of that person or those persons.

However, the Company need not disregard a vote in favour of Resolutions 4A to 4C respectively if it is cast by:

  • (a) a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with the directions given to the proxy or attorney to vote on the resolution in that way; or

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  • (b) the chair of the Meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or

  • (c) a holder acting solely as nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

  • the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and

  • the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting Prohibition

Other than as set out below, a vote on Resolutions 4A to 4C respectively must not be cast as proxy by a Restricted Voter.

A Restricted Voter may cast a vote on Resolution 4A to 4C respectively as a proxy if either:

  • (a) the Restricted Voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this resolution; or

  • (b) the Restricted Voter is the chair and the written appointment of the chair as proxy:

  • does not specify the way the proxy is to vote on this resolution; and

  • expressly authorises the chair to exercise the proxy even though this resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

DATED: 25 OCTOBER 2021 BY ORDER OF THE BOARD ANNE ADALEY COMPANY SECRETARY

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders deciding whether or not to pass the Resolutions which are the subject of the business of the Meeting.

FINANCIAL STATEMENTS AND REPORTS – AGENDA ITEM

In accordance with the Constitution, the business of the Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2021 together with the Directors’ declaration, the Directors’ report, the Remuneration Report and the auditor’s report. There is no requirement that Shareholders formally approve the reports comprising the annual financial report.

The Company will not provide a hard copy of the Company’s annual financial report to Shareholders unless specifically requested to do so. The Company’s annual financial report to Shareholders is available on its website www.alicequeen.com.au.

The Chair will allow a reasonable opportunity at the Meeting for Shareholders to ask questions. Shareholders will also be given a reasonable opportunity at the meeting to ask the Company’s auditor questions about its audit report, the conduct of its audit of the Company’s financial report for the year ended 30 June 2021, the preparation and content of its audit report, the accounting policies adopted by the Company in its preparation of the financial statements and the independence of the Company’s auditor in relation to the conduct of the audit.

RESOLUTION 1: ADOPTION OF REMUNERATION REPORT

General

The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the company or the directors of the company.

The remuneration report sets out the company’s remuneration arrangements for the directors and senior management of the company. The remuneration report is part of the directors’ report contained in the annual financial report of the company for a financial year.

The Chair of the meeting must allow a reasonable opportunity for its shareholders to ask questions about or make comments on the remuneration report at the annual general meeting.

Voting consequences

Under the Corporations Act, a company is required to put to its shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of directors of the company ( Spill Resolution ) if, at consecutive annual general meetings, at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the remuneration report and at the first of those annual general meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be put to vote at the second of those annual general meetings.

If more than 50% of votes cast are in favour of the Spill Resolution, the company must convene a shareholder meeting ( Spill Meeting ) within 90 days of the second annual general meeting.

All of the directors of the Company who were in office when the directors' report (as included in the Company’s annual financial report for the previous financial year) was approved, other

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than the managing director of the company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting.

Following the Spill Meeting those persons whose election or re-election as directors of the company is approved will be the directors of the company.

Previous voting results

At the Company’s previous annual general meeting the votes cast against the Remuneration Report considered at that annual general meeting were less than 25%. Accordingly, the Spill Resolution is not relevant for the Meeting.

However, in the event that 25% or more of votes that are cast at the Meeting are against adoption of the 2021 Remuneration Report, Shareholders should be aware that if a ‘no’ vote of 25% or more of the same resolution at the 2022 Annual General Meeting the consequence is that it may result in the re-election of the Board.

Proxy voting restrictions

Shareholders appointing a proxy for this Resolution should note the proxy voting restrictions set out in the ‘Important Information’ section of the Notice.

RESOLUTION 2: RE-ELECTION OF DIRECTOR – ANTHONY MCINTOSH

Clause 13.2 of the Constitution requires that at the Company's annual general meeting every year, one-third of the Directors for the time being, or, if their number is not a multiple of 3, then the number nearest one-third (rounded upwards in case of doubt), shall retire from office, provided always that no Director (except a Managing Director) shall hold office for a period in excess of 3 years, or until the third annual general meeting following his or her appointment, whichever is the longer, without submitting himself or herself for re-election.

The Directors to retire at an annual general meeting are those who have been longest in office since their last election, but, as between persons who became Directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by drawing lots.

The Company currently has three Directors including the Managing Director. Accordingly, one Director must retire in accordance with clause 13.2 of the Constitution. A Director who retires by rotation under clause 13.2 of the Constitution is eligible for re-election.

Accordingly, and in accordance with Clause 13.2 of the Constitution, Anthony McIntosh retires by rotation and, being eligible seeks re-election pursuant to Resolution 2 of the Notice.

Details on this candidate:

Anthony McIntosh is a graduate of The Australian Institute of Company Directors (GAICD) and has a Bachelor of Commerce Degree from Bond University (BCom). Anthony holds board positions with listed and unlisted companies and brings to Alice Queen marketing, investor relations and strategic planning skills as well as a strong network of stockbroker, capital markets and fund manager supporters. Anthony was a board member of Echo Resources Limited for 7 years which was recently acquired by Norther Star Limited for $235m.

The Directors unanimously support the re-election of Anthony McIntosh as a Director of the Company (with Mr McIntosh abstaining).

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RESOLUTION 3: APPROVAL OF 10% PLACEMENT CAPACITY – SHARES

General

ASX Listing Rule 7.1A provides that an Eligible Entity may seek Shareholder approval at its annual general meeting to allow it to issue Equity Securities up to 10% of its issued capital ( 10% Placement Capacity ).

If Shareholders approve Resolution 3, the number of Equity Securities the Eligible Entity may issue under the 10% Placement Capacity will be determined in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 (as set out below). If Resolution 3 is not passed by shareholders then the Company will not be able to issue Equity Securities under the 10% Placement Capacity.

The effect of Resolution 3 will be to allow the Company to issue Equity Securities up to 10% of the Company’s fully paid ordinary securities on issue under the 10% Placement Capacity during the period up to 12 months after the Meeting, without subsequent Shareholder approval and without using the Company’s 15% annual placement capacity granted under Listing Rule 7.1.

Resolution 3 is a special resolution. Accordingly, at least 75% of votes cast by Shareholders present and eligible to vote at the Meeting must be in favour of Resolution 3 for it to be passed.

ASX Listing Rule 7.1A

ASX Listing Rule 7.1A enables an Eligible Entity to seek shareholder approval at its annual general meeting to issue Equity Securities in addition to those under the Eligible Entity’s 15% annual placement capacity.

An Eligible Entity is one that, as at the date of the relevant annual general meeting:

  • (a) is not included in the S&P/ASX 300 Index; and

  • (b) has a maximum market capitalisation equal to or less than the prescribed amount, being $300 million.

The Company is an Eligible Entity as at the date of the Notice. If the Company ceases to be an Eligible Entity as at the date of the Meeting then Resolution 3 will be withdrawn.

Any Equity Securities issued must be in the same class as an existing class of quoted Equity Securities. The Company currently has one class of quoted Equity Securities on issue, being the Shares (ASX Code: AQX).

The exact number of Equity Securities that the Company may issue under an approval under Listing Rule 7.1A will be calculated according to the following formula:

(A x D) – E

Where:

  • A is the number of Shares on issue 12 months before the date of issue or agreement to issue:

  • (i) plus the number of Shares issued in the previous 12 months under an exception in ASX Listing Rule 7.2 other than exception 9, 16 or 17;

  • (ii) plus the number of fully paid ordinary shares issued in the relevant period on the conversion of convertible securities within ASX Listing Rule 7.2 where:

    • (A) the convertible securities were issued or agreed to be issued before the commencement of the relevant period; or

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  - (B) the issue of, or agreement to issue, the convertible securities was approved, or take under those rules to have been approved, under ASX Listing Rule 7.1 or 7.4
  • (iii) plus the number of fully paid ordinary shares issued in the relevant period under an agreement to issue securities within ASX Listing Rule 7.2 Exception 16 where:

    • (A) the agreement was entered into before the commencement of the relevant period; or

    • (B) the agreement or issue was approved, or taken under those rules to have been approved, under ASX Listing Rule 7.1 or 7.4;

  • (iv) plus the number of partly paid shares that became fully paid in the previous 12 months;

  • (v) plus the number of Shares issued in the previous 12 months with approval of holders of Shares under ASX Listing Rules 7.1 and 7.4. This does not include an issue of fully paid ordinary shares under the entity’s 15% placement capacity without Shareholder approval; and

  • (vi) less the number of Shares cancelled in the previous 12 months.

  • D is 10%.

  • E is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the Relevant Period where the issue or agreement has not been subsequently approved by the Shareholders under Listing Rule 7.4.

Technical information required by ASX Listing Rule 7.1A

Pursuant to and in accordance with ASX Listing Rule 7.3A, the information below is provided in relation to this Resolution 3:

Minimum Price

The minimum price at which the Equity Securities may be issued is 75% of the VWAP of Equity Securities in that class, calculated over the 15 ASX trading days on which trades in that class were recorded immediately before:

  • (i) the date on which the price at which the Equity Securities are to be issued is agreed by the Company and the recipient of the relevant Equity Securities; or

  • (ii) if the Equity Securities are not issued within 10 ASX trading days of the date referred to in (i) above, the date on which the Equity Securities are issued.

Date of Issue

The Equity Securities may be issued under the 10% Placement Capacity commencing on the date of the Meeting and expiring on the first to occur of the following:

  • (i) 12 months after the date of this Meeting; or

  • (ii) the time and date of the next annual general meeting of the Company; or

  • (iii) the time and date of approval by Shareholders of any transaction under ASX Listing Rules 11.1.2 (a significant change to the nature or scale of the Company’s activities) or 11.2 (disposal of the Company’s main undertaking),

( 10% Placement Capacity Period ).

Risk of voting dilution

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Any issue of Equity Securities under the 10% Placement Capacity will dilute the interests of Shareholders who do not receive any Shares under the issue.

If Resolution 3 is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 10% Placement Capacity, the economic and voting dilution of existing Shares would be as shown in the table below.

The table below shows the dilution of existing Shareholders calculated in accordance with the formula outlined in ASX Listing Rule 7.1A(2), on the basis of the closing market price of Shares and the current number of Equity Securities on issue as at 6 October 2021.

The table also shows the voting dilution impact where the number of Shares on issue (Variable A in the formula) changes and the economic dilution where there are changes in the issue price of Shares issued under the 10% Placement Capacity.

Number of Shares on Issue
(Variable ‘A’ in ASX Listing
Rule 7.1A2)
Dilution Dilution
Issue Price
(per Share)

$0.005
50%
decrease in
Issue Price
$0.010
Issue Price
$0.020
100%
increase in
Issue Price
1,370,223,010
(Current Variable A)
Shares issued:
10% voting
dilution
137,022,301 137,022,301 137,022,301
Funds raised $685,112 $1,370,223 $2,740,446
2,055,334,515
(50% increase in Variable A)
Shares issued:
10% voting
dilution
205,533,451 205,533,451 205,533,451
Funds raised $1,027,667 $2,055,335 $4,110,669
2,740,446,020
(100% increase in Variable A)
Shares issued:
10% voting
dilution
274,044,602 274,044,602 274,044,602
Funds raised $1,370,223 $2,740,446 $5,480,892

The table above uses the following assumptions:

  1. The issue price set out above is the closing price of the Shares on the ASX on 6 October 2021.

  2. The Company issues the maximum possible number of Equity Securities under the 10% Placement Capacity.

  3. No options are exercised into fully paid ordinary securities before the date of the issue of securities under ASX Listing Rule 7.1A.

  4. The table does not demonstrate an example of dilution that may be caused to a particular shareholder by reason of placements under ASX Listing Rule 7.1A, based on the shareholder’s holding at the date of the Meeting.

  5. The table only demonstrates the effect of issues of securities under ASX Listing Rule 7.1A. It does not consider issues under ASX Listing Rule 7.1.

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  1. The table does not demonstrate the effect of convertible securities being issued under ASX Listing Rule 7.1A, it only considers the issue of fully paid ordinary shares.

The above table does not take into account any issue of shares to John Sanday, the vendor of Viti Mining Pte Limited (and/or his nominee(s)), for which shareholder approval is being sought at the general meeting of shareholders on 21 October 2021. The number of shares to be issued is equal to $10,000 divided by the VWAP of shares of the Company over the 10 trading days prior to completion of the acquisition by the Company of all the issued capital of Viti Mining Pte Limited. Accordingly, the number of shares to be issued is not currently known.

Shareholders should note that there is a risk that:

  • (i) the market price for the Company’s shares may be significantly lower on the issue date than on the date of the Meeting; and

  • (ii) the shares may be issued at a price that is at a discount to the market price for those Shares on the date of issue.

Purpose of Issue under 10% Placement Capacity

The Company may issue Equity Securities under the 10% Placement Capacity for cash consideration, the proceeds or which will be applied to fund the Company’s existing and future activities, appraisal of corporate opportunities, investments in new businesses (if any), the costs incurred in undertaking placement(s) of shares under Listing Rule 7.1A and for general working capital.

The Company will comply with the disclosure obligations under Listing Rules 7.1A(4) upon issue of any Equity Securities.

Allocation under the 10% Placement Capacity

The allottees of the Equity Securities to be issued under the 10% Placement Capacity have not yet been determined. However, the allottees of Equity Securities could consist of current Shareholders or new investors (or both), none of whom will be related parties of the Company. The Company will determine the allottees at the time of the issue under the 10% Placement Capacity, having regard to the following factors:

  • (i) the purpose of the issue;

  • (ii) alternative methods for raising funds available to the Company at that time, including, but not limited to, an entitlement issue or other offer where existing Shareholders may participate;

  • (iii) the effect of the issue of the Equity Securities on the control of the Company;

  • (iv) the circumstances of the Company, including, but not limited to, the financial position and solvency of the Company;

  • (v) prevailing market conditions; and

  • (vi) advice from corporate, financial and broking advisers (if applicable).

Further, if the Company is successful in acquiring new resources, assets or investments, it is possible that the allottees under the 10% Placement Capacity will be vendors of the new resources, assets or investments (provided that the Equity Securities were issued for cash consideration).

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Previous Approval under ASX Listing Rule 7.1A

The Company has previously obtained Shareholder approval under ASX Listing Rule 7.1A at the 2020 Annual General Meeting. The Company issued 109,559,521 Equity Securities (being fully paid ordinary shares) in the 12 month period preceding the Meeting pursuant to the 10% Placement Facility approved by shareholders at the 2020 Annual General Meeting. Further details of this issue of securities is set out in Annexure A. The 109,559,521 Equity Securities issued under the 10% Placement Facility approved by shareholders at the 2020 Annual General Meeting issued during the 12 month period preceding the Meeting represent 9.14% of the total number of equity securities on issue in the Company (being 1,198,212,132 equity securities, comprising 1,091,363,569 ordinary shares and 106,848,563 unlisted options) at the commencement of the 12 month period preceding the Meeting (being 25 November 2020).

Voting Exclusion

A voting exclusion as set out in the Notice applies to Resolution 3 As at the date of this Notice, the Company has not invited any existing Shareholder or security holder or an identifiable class of existing security holder, or any other individual or entity, to participate in an issue of Equity Securities under ASX Listing Rule 7.1A if Shareholders approve Resolution 3.

RESOLUTIONS 4A to 4C – APPROVAL OF ISSUE OF OPTIONS TO DIRECTORS

Resolutions 4A to 4C seek shareholder approval for the issue under the Company’s existing Security Ownership Plan ( Plan ) (which is summarised in Annexure C) of an aggregate of up to 36,900,000 unlisted options to Directors of the Company as set out in the table below:

RESOLUTION RECIPIENT* NUMBER TERMS
4A Andrew Buxton Up to 12,300,000 Exercise price: $0.03 (3 cents).
Vesting: 1 year from issue.
Expiry date: 3 years from issue.
Other terms as set out in Annexure
B.
4B Dale McCabe Up to 12,300,000 Exercise price: $0.03 (3 cents).
Vesting: 1 year from issue.
Expiry date: 3 years from issue.
Other terms as set out in Annexure
B.
4C Anthony
McIntosh
Up to 12,300,000 Exercise price: $0.03 (3 cents).
Vesting: 1 year from issue.
Expiry date: 3 years from issue.
Other terms as set out in Annexure
B.

*may be issued to a nominee(s) of a recipient

Subject to receipt of shareholder approval, the recipient may choose to be issued less than the maximum number of unlisted options, or none at all.

No loan has or will be made for the proposed issue or exercise (if any) of unlisted options.

The unlisted options are proposed to be issued as reasonable remuneration to incentive the proposed recipients whilst preserving cash resources in the Company.

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ASX Listing Rules

ASX Listing Rule 10.14 provides that an entity must not permit a director or an associate of a director to acquire securities under an employee incentive scheme without the approval of ordinary shareholders. Each of the proposed recipients under Resolutions 4A to 4C are Directors of the Company and therefore approval is sought for the proposed issue of unlisted options to them (or their nominee(s)) under ASX Listing Rule 10.14. Shareholder approval is being sought under Listing Rule 10.14 for the issue of unlisted options and as such approval is not required under ASX Listing Rule 7.1.

If Shareholders:

  • Pass Resolutions 4A to 4C, the Company will be able to issue up to all of the unlisted options the subject of those Resolutions.

  • Pass some but not all of Resolutions 4A to 4C, the Company will be able to issue up to the number of unlisted options the subject of the Resolution(s) passed by shareholders.

  • Do not pass Resolutions 4A to 4C, the Company will not be able to issue the unlisted options the subject of those Resolutions.

In addition, if any of Resolutions 4A to 4C are passed and the unlisted options the subject of those Resolutions are issued and are subsequently exercised into ordinary shares, the placement capacity of the Company to issue equity securities under ASX Listing Rule 7.1 and, subject to the relevant shareholder approval being held at the time, ASX Listing Rule 7.1A, will be increased.

ASX Listing Rule 10.15 requires that a notice of meeting seeking approval under ASX Listing Rule 10.14 contain the information set out below:

  • (a) The proposed recipients of the unlisted options and the maximum number of unlisted options to be issued under each Resolution is set out in the table below:
RESOLUTION RECIPIENT* NUMBER TERMS
4A Andrew Buxton Up to 12,300,000 Exercise price: $0.03 (3 cents).
Vesting: 1 year from issue.
Expiry date: 3 years from issue.
Other terms as set out in Annexure
B.
4B Dale McCabe Up to 12,300,000 Exercise price: $0.03 (3 cents).
Vesting: 1 year from issue.
Expiry date: 3 years from issue.
Other terms as set out in Annexure
B.
4C Anthony
McIntosh
Up to 12,300,000 Exercise price: $0.03 (3 cents).
Vesting: 1 year from issue.
Expiry date: 3 years from issue.
Other terms as set out in Annexure
B.

*may be issued to a nominee(s) of a recipient

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Each of the proposed recipients are Directors of the Company and therefore approval is required under ASX Listing Rule 10.14 to issue them securities under the Plan in accordance with ASX Listing Rule 10.14.1.

  • (b) Details of the annual remuneration packages of each of the proposed recipients is set out below:

  • Andrew Buxton: $350,400 (excluding GST and inclusive of superannuation) for acting as Managing Director.

  • Dale McCabe: $219,600 (excluding GST and inclusive of superannuation) for acting as an Executive Director.

  • Anthony McIntosh: $36,000 (excluding superannuation) for acting as a nonexecutive Director.

  • (c) The Company has previously issued some of the proposed recipients of unlisted options under Resolutions 4A to 4C and/or their associates securities under the current Plan and under the Company’s employee incentive scheme as approved by shareholders at the 2020 Annual General Meeting.

The number of these securities previously issued under the employee incentive scheme approved by shareholders at the 2020 Annual General Meeting and available to be exercised is set out below. It is noted that no funds were paid by the recipients for the issue of these securities:

  • Andrew Buxton: 8,000,000 unlisted options.

  • Dale McCabe: 8,000,000 unlisted options.

  • Anthony McIntosh 8,000,000 unlisted options.

  • (d) Each unlisted option has an exercise price of $0.03 (3 cents), vesting one year from issue, expiring three years from issue and which, upon exercise, entitle the holder to one fully paid ordinary share in the capital of the Company. Full terms of unlisted options are set out in Annexure B. The unlisted options are proposed to be issued as reasonable remuneration to incentivise the proposed recipients whilst preserving cash resources in the Company. The Company attributes a value of $0.00485 (0.485 cents) (rounded up to four (4) decimal places) per unlisted option in accordance with a Black-Scholes valuation conducted in respect of the unlisted options on or about 8 October 2021. The valuation of the unlisted options was based on the following inputs:

  • Grant date share price: $0.01

  • Exercise price: $0.03

  • Expected volatility: 114%

  • Option life: 3 years

  • Risk free interest rate: 0.350%

The aggregate valuation of the maximum number of unlisted options to be issued by Resolution are as follows:

  • Resolution 4A: $59,655 aggregate value of 12,300,000 total options.

  • Resolution 4B: $59,655 aggregate value of 12,300,000 total options.

  • Resolution 4C: $59,655 aggregate value of 12,300,000 total options.

  • (e) Subject to receipt of shareholder approval, the Company intends to issue the unlisted options the subject of Resolutions 4A to 4C (or a portion thereof) shortly after the Meeting and in any event no later than 3 years after the date of the Meeting.

  • (f) The unlisted options are to be issued for no cash.

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  • (g) The material terms of the Plan are set out in Annexure C.

  • (h) No loan will be provided in connection with the acquisition of the unlisted options.

  • (i) The Company confirms the following:

  • Details of any securities issued under the Plan will be published in the annual report of the Company relating to the period within which they were issued, along with a statement that approval for the issue was obtained under ASX Listing Rule 10.14.

  • Any additional persons covered by ASX Listing Rule 10.14 who become entitled to participate in an issue of securities under the Plan after Resolutions 4A to 4C (or any of them) are approved and who were not named in the Notice will not participate until approval is obtained under that rule.

  • (j) Voting exclusions for Resolutions 4A to 4C are contained in the Notice accompanying this Explanatory Statement.

Corporations Act

Under Chapter 2E of the Corporations Act, a public company cannot give a “financial benefit” to a “related party” unless one of the exceptions to the section apply or shareholders have in a general meeting approved the giving of that financial benefit to the related party.

Section 211 of the Corporations Act provides that one of the exceptions to the requirement to obtain shareholder approval for giving a financial benefit to a related party is where the benefit is given to the related party as an officer of the Company and to give the remuneration would be reasonable given:

  • (a) the circumstances of the Company; and

  • (b) the related party’s circumstances (including the responsibilities involved in the office or employment).

The Company considers the proposed issue is reasonable remuneration and, as such, fall within the exception set out in section 211 of the Corporations Act.

In reaching this view, the Company has considered the respective positions and responsibilities of each of the Directors, the Company’s reliance on a limited number of personnel, the need for the Company to effectively incentivise each of the Directors while aligning the incentive with increasing shareholder value, the desirability of preserving cash resources within the Company, and the terms of the unlisted options. The Company considers that the issue of unlisted options to directors is an effective tool which preserves the cash reserves of the Company whilst providing valuable consideration for the Directors.

Each Director was not present during any discussions and/or determination of the proposed issue of their respective unlisted options. Notwithstanding this, the Directors acknowledge that Resolutions 4A to 4C relate to the issue of unlisted options to each of them. Accordingly, the Directors propose that Resolutions 4A to 4C each also be put to shareholders for the purposes of section 195(4) of the Corporations Act such that shareholders determine whether the named related parties will be issued unlisted options as set out in Resolutions 4A to 4C.

If the unlisted options are approved and issued, each of the proposed recipients would have a relevant interest (including direct and indirect interests) in up to the number of unlisted options as set out in the table above.

Note: references in the Notice and the Explanatory Statement to “$” are to Australian currency.

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GLOSSARY

10% Placement Capacity has the meaning given in the text for Resolution 3 set out in the Explanatory Statement.

$ means Australian dollars.

AEDT means Australian Eastern Daylight Time as observed in Melbourne, Victoria.

Annual General Meeting or Meeting means the meeting convened by the Notice.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year's Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Chair means the chair of the Meeting.

Closely Related Party of a member of the Key Management Personnel means:

  • (a) a spouse or child of the member;

  • (b) a child of the member’s spouse;

  • (c) a dependent of the member or the member’s spouse;

  • (d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;

  • (e) a company the member controls; or

  • (f) a person prescribed by the Corporations Regulations 2001 (Cth).

Company means Alice Queen Limited (ACN 099 247 408).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Eligible Entity means an entity that, at the date of the relevant general meeting:

  • (a) is not included in the S&P/ASX 300 Index; and

  • (b) has a market capitalisation equal to or less than $300 million.

Equity Securities includes a Share, a right to a Share or Option, an Option, a convertible security and any security that ASX decides to classify as an Equity Security.

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Explanatory Statement means the explanatory statement accompanying the Notice.

Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.

Notice or Notice of Annual General Meeting means this notice of meeting including the Explanatory Statement and the Proxy Form.

Option means an option to acquire a Share.

Option Holder means a holder of an Option.

Ordinary Securities has the meaning set out in the ASX Listing Rules.

Proxy Form means the proxy form accompanying the Notice.

Remuneration Report means the remuneration report set out in the Directors’ report section of the Company’s annual financial report for the year ended 30 June 2021.

Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of a Share.

VWAP means volume weighted average price.

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ANNEXURE A: DETAILS OF EQUITY SECURITIES ISSUED-10% PLACEMENT CAPACITY

Date Quantity Class Recipients Issue price and
discount to Market
Price (if applicable)
Use of funds
03/9/2021 109,559,521 AQX Unrelated
professional,
sophisticated
and other exempt investors identified by
the Company or Henslow Pty Ltd.
Issue price of $0.011.
Price on date of issue
was $0.011.
No discount.
Cash $1,205,154
Spent as at 8 October 2021: Nil
Remaining as at 8 October 2021: $1,205,154
Funds raised from the Placement are intended to be used to:

Complete the Horn Island Scoping Study;

Accelerate further exploration at Horn Island via an IP Survey;
and

Provide working capital.

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ANNEXURE B: TERMS OF DIRECTOR OPTIONS

The terms and conditions of the unlisted options ( Options ) to be issued in accordance with Resolutions 4A to 4C and otherwise under the Plan are set out below. Reference to Options in all clauses of these terms and conditions with the exception of clause a) are to Options for which the vesting condition in clause a) has been satisfied.

a) Vesting

Options vest on the date that is one year from issue provided the option holder remains an employee, Director or consultant of the Company for that entire period. For the avoidance of doubt, where a Director is required at a general meeting to retire by rotation or otherwise required at a general meeting to retire in accordance with the Company’s Constitution or ASX Listing Rules, and is subsequently reappointed, that retirement shall not result in breach of this vesting condition.

Options held by an option holder shall automatically lapse and not be satisfied at the time the vesting condition in this clause (a) is breached by that option holder.

Reference to “Options” in all other clauses of these terms other than this clause (a) are to Options for which the vesting condition has been satisfied.

b) Entitlement

Each Option entitles the holder to subscribe for one Share upon exercise of the Option.

c) Exercise Price

The exercise price for the Options will be $0.03 (3 cents) per Option.

d) Expiry Date

Each Option will expire at 5.00pm (AEDT) on the date that is three years from the date on which the Options were issued ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

e) Lapse

If the option holder (including a Director) ceases to be an employee, Director or Consultant of the Company, the option holder will have a period of 3 months to exercise the Options and any unexercised options shall lapse. For the avoidance of doubt, where a Director is required at a general meeting to retire by rotation or otherwise required at a general meeting to retire in accordance with the Company’s Constitution or ASX Listing Rules, and is subsequently reappointed, that retirement shall not result in the accelerated expiry of the options.

The Board may extend the lapse date of Options at its absolute discretion, provided that the lapse date cannot be extended past the Expiry Date.

In the event of the termination or resignation of the Director who is an option holder due to a takeover or change in control of the Company the provisions as set out in the ASX Listing Rules will apply.

f)

Exercise Period

Subject to lapse of Options, the Options are exercisable at any time after one year after the issue date and prior to the Expiry Date ( Exercise Period ).

g)

Notice of Exercise

The Options may be exercised in whole or in part during the Exercise Period by notice in writing to the Company in the manner specified on the Option Holding Statement ( Notice of Exercise ) and payment of the relevant Exercise Price for each Option being

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exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

h) Exercise Date

A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the relevant Exercise Price for each Option being exercised in cleared funds ( Exercise Date ).

i) Timing of issue of Shares on exercise

Within 10 Business Days after the later of the following:

  • (i) the Exercise Date; and

  • (ii) when excluded information in respect to the Company (as defined in section 708A(7) of the Corporations Act) (if any) ceases to be excluded information,

  • but in any case, no later than 15 Business Days after the Exercise Date, the Company will:

  • (iii) allot and issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;

  • (iv) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and

  • (v) apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

If a notice delivered under (iv) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 15 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

j)

Shares issued on exercise

Shares issued on exercise of the Options rank equally with the then issued shares of the Company.

k) Quotation of Shares issued on exercise

Application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Options.

l)

Participation Rights

There are no participation rights or entitlements inherent in the options. Option holders are not entitled to participate in new issues of securities offered to shareholders without first exercising the options. The Company will send notices to option holders prior to the record date applying to offers of securities made to shareholders during the currency of the options if required to do so under the ASX Listing Rules.

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m) Reconstruction of capital

If at any time the issued capital of the Company is reconstructed, all rights of an Option Holder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

n) Unquoted

The Company will not apply for quotation of the Options on ASX.

o) Transferability

The Options are not transferable.

p) Plan

The terms of the Options are otherwise subject to the terms of the Plan and may be subject to additional vesting conditions determined by the Board.

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ANNEXURE C: SUMMARY OF AQX SECURITY OWNERSHIP PLAN

The Company received shareholder approval for adoption of the AQX Security Ownership Plan (“ Plan ”) at its 2020 Annual General Meeting.

The total maximum number of securities which may be issued under the Plan from time to time is 150,000,000. Shares issued on exercise of an option or exercise or conversion of an interest issued under the Plan, and options or other interests which have been cancelled or which have lapsed are not counted in determining the number of securities issued under the Plan. As at the date of this Notice, the Company has issued 31,266,588 unlisted options previously under the Plan.

The Company proposes issuing an aggregate of up to 36,900,000 unlisted options under the Plan shortly following the Meeting, being the unlisted options that are proposed to be issued to Directors subject to receipt of shareholder approval sought under Resolutions 4A to 4C.

The terms of unlisted options for which shareholder approval is sought under Resolutions 4A to 4C are set out in full in Annexure B.

Any issues of securities or agreements to issue securities under the Plan will be announced to ASX.

The Plan provides for shares, options or other securities or interests (including performance rights) to be issued to eligible persons. The purpose of the Plan is to:

  • (a) provide eligible persons with an additional incentive to work to improve the performance of the Company;

  • (b) attract and retain eligible persons essential for the continued growth and development of the Company;

  • (c) to promote and foster loyalty and support amongst eligible persons for the benefit of the Company; and

  • (d) to enhance the relationship between the Company and eligible persons for the longterm mutual benefit of all parties.

Eligible persons are directors, officers and employees of, or consultants to, the Company or an associated body corporate and, in the case of consultants, may include bodies corporate. Participants in the Plan, the number, type and terms of any securities offered or issue, and the terms of any invitation, offer or issue are determined by the Board with the advice of the remuneration committee, if any.

Directors and related parties of the Company may only participate in the Plan if prior shareholder approval is obtained in accordance with the ASX Listing Rules.

The Directors may make loans to eligible persons to assist acquiring or for the purpose of acquiring securities under the Plan, subject to compliance with the Corporations Act and ASX Listing Rules.

The Board is to administer the terms of the Plan, including but not limited to determining the terms of securities issued, adoption of rules subordinate to the Plan for the administration of the Plan and the suspension or termination of the Plan.

The Plan is to be interpreted and applied in accordance with and subject to the ASX Listing Rules.

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